In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders equity (deficit) and
cash flows present fairly, in all material respects, the financial position of Pharmaxis Ltd and its subsidiaries (a development stage enterprise) at June 30, 2007 and 2006, and the results of their operations and their cash flows for each of
the three years in the period ended June 30, 2007 and, cumulatively, for the period from May 29, 1998 (date of inception) to June 30, 2007 in conformity with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and the financial schedule based on our audits. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial
statement schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders (deficit) equity
and cash flows present fairly, in all material respects, the financial position of Pharmaxis Ltd and its subsidiary (a development stage enterprise) at June 30, 2006 and 2005, and the results of their operations and their cash flows for each of
the three years in the period ended June 30, 2006 and, cumulatively, for the period from May 29, 1998 (date of inception) to June 30, 2006 in conformity with accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule represents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and the financial
statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the
financial statement schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders (deficit) equity
and cash flows present fairly, in all material respects, the financial position of Pharmaxis Ltd and its subsidiary (a development stage enterprise) at June 30, 2006 and 2005, and the results of their operations and their cash flows for each of
the three years in the period ended June 30, 2006 and, cumulatively, for the period from May 29, 1998 (date of inception) to June 30, 2006 in conformity with accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule represents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and the financial
statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the
financial statement schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers

5 December 2006

Liability limited by a scheme approved under Professional Standards Legislation